Exhibit 10.75


 





SUBSCRIPTION AGREEMENT


 


VIRAL GENETICS, INC.


2290 Huntington Drive, Suite 100


San Marino, CA 91108


 


THE COMMON STOCK OF VIRAL
GENETICS, INC., INCLUDING THAT ACQUIRABLE UPON EXERCISE OF THE WARRANTS, DESCRIBED IN THIS SUBSCRIPTION AGREEMENT (this "Agreement")
HAVE NOT BEEN REGISTERED UNDER THE UNITS ACT OF 1933, AS AMENDED ("Act"), OR QUALIFIED UNDER THE. STATE UNITS LAWS OF
ANY STATE. THE SECURITIES ARE BEING SOLD IN RELIANCE ON EXEMPTIONS FROM SUCH REGISTRATION AND QUALIFICATION REQUIREMENTS. THE SECURITIES
AND RIGHTS PURSUANT TO THIS AGREEMENT CANNOT BE SOLD, TRANSFERRED, ASSIGNED, OR OTHERWISE DISPOSED OF, EXCEPT IN COMPLIANCE WITH
APPLICABLE FEDERAL AND STATE SECURITIES LAWS, INCLUDING REGULATION S PROMULGATED UNDER THE ACT.


 


ALL OFFERS AND SALE OF
SAID SECURITIES BY NON-U.S. PERSONS PRIOR TO THE EXPIRATION OF A PERIOD COMMENCING ON THE DATE OF THE CLOSING OF THIS OFFERING
AND ENDING ONE-YEAR THEREAFTER SHALL ONLY BE MADE IN COMPLIANCE WITH THE SAFE HARBOR CONTAINED IN REGULATION 8, PURSUANT TO THE
REGISTRATION PROVISIONS UNDER THE SECURITIES ACT OF 1933, OR PURSUANT TO AN EXEMPTION PROM REGISTRATION, AND ALL OFFERS AND SALES
AFTER THE EXPIRATION OF THE ONE-YEAR PERIOD SHALL BE MADE ONLY PURSUANT TO REGISTRATION OR AN EXEMPTION FROM REGISTRATION.


 


This Agreement shall constitute the irrevocable
offer of the undersigned to purchase, in the amounts and subject to the terms set forth in this Agreement, 10,000,000 Units for
the purchase price of $0.0025 per Unit. Each Unit consists of one (I) share of the Common Stock of Viral Genetics, Inc., a Delaware
corporation (the "Company") ("Shares"), and Two (2) warrant to purchase Shares in the form attached hereto
as Exhibit A (the "Warrants"). On execution by both parties, this Agreement shall become a bilateral agreement binding
on both the undersigned and the Company. Each part of this Agreement must be completed by the undersigned and, by execution below,
the undersigned acknowledges that it understands that the Company is relying on the accuracy and completeness hereof in complying
with its obligations under applicable Units laws.


 


On the foregoing, it is hereby agreed as follows:


 


1.SUBSCRIPTION.
The undersigned hereby irrevocably subscribes for the purchase of the Units. The undersigned is tendering to the Company:


 


(a)           one signed copy of this Agreement; and


 


(b)          
payment in the amount of $25,000.00 (the "Purchase Price").


 


2.GENERAL REPRESENTATIONS OF SUBSCRIBER. The undersigned
hereby represents and warrants as follows:




 


 






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(a)          The undersigned
acknowledges that neither the United States Units and Exchange Commission nor the Units commission of any state or other federal
agency has made any determination as to the merits of purchasing these Units;


 


(b)          The
undersigned has received and read all of the Company's filings made on the OTCIQ News and Disclosure system and available at www.pinksheets.com(otcmarkets.com)
including the "Quarterly Report" and "Consolidated Financial Statements" for the nine months ended
September 30, 2010; the "Annual Report" and "Consolidated Financial Statements" for the fiscal year ended
December 31, 2009 filed on April 15, 2010 and provided along with this agreement; the "Initial Company Information and
Disclosure Statements" for the nine months and three months ending September 30, 2009 and March 31, 2009, respectively;
the "Articles of Incorporation - Amendment" filed May 15, 2009; and the "Supplemental Information - Current
Reporting Obligations Filing - Merger" filed April 24, 2009; as well as all prior filings made on the SEC EDGAR system
including, without limitation, the Form 10-KSB, as amended, for the fiscal year ended December 31, 2006, the Quarterly Report
on Form 10-QSB for the quarter ended September 30, 2007, all Current Reports on Form 8-K, all other filings and disclosures
made on the OTCIQ News and Disclosure system and available at www.pinksbeets_com (otcrnarkets.com),
all press releases, and other information; and the undersigned understands the risk of an investment in the Company,
acknowledging that an investment in the Company inherently involves high risks.


 


(c)         The undersigned,
either alone or with the assistance of one or more advisers engaged by it, has such knowledge and experience in business and financial
matters that it or they is capable of evaluating the Company, its business operations, and the risks and merits of an investment
in the Company;


 


(d)          The undersigned
has been provided with all materials and information requested by the undersigned or its representatives, including any information
requested to verify any information furnished, and the undersigned has been provided the opportunity for direct communication between
the Company and its representatives and the undersigned and its representatives regarding the purchase made hereby, including the
opportunity to ask questions of and receive answers from the Company including with regards to any of the information described
in 2 (c) above;


 


(e)         All information
which the undersigned has provided to the Company or its agents or representatives concerning the undersigned's suitability to
invest in the Company is complete, accurate, and correct as of the date of the undersigned's signature on this Agreement. Such
information includes, but is not limited to, information concerning the undersigned's personal financial affairs, business position,
and the knowledge and experience of the undersigned and the undersigned's advisers;


 


(f)          The undersigned
has no present intention of dividing any of the Units or the rights under this Agreement with others or of reselling or otherwise
disposing of any portion of the Units, either currently or after the passage of a fixed or determinable period of time or on the
occurrence or nonoccurrence of any predetermined event or circumstance;


 


(g)          The undersigned was at no time solicited by
any leaflet, public promotional meeting, circular, newspaper or magazine article, radio or television advertisement, or any other
form of general advertising or solicitation in connection with the offer, sale, or purchase of the Units through this Agreement;
and


 


(h)          The
undersigned was at no time solicited by any leaflet, public promotional meeting, circular, newspaper or magazine
article, radio or television advertisement, or any other form of general advertising or solicitation in connection with the
other offer, sale, or purchase of the Units through this Agreement; and






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(i)          The
undersigned has adequate means of providing for its current needs and possible contingencies and has no need now and anticipates
no need in the foreseeable future, to sell any portion of the Units for which the undersigned hereby subscribes. The undersigned
is able to bear the economic risks of this investment and, consequently, without limiting the generality of the foregoing, is
able to hold the Units for an indefinite period of time, and has a sufficient net worth to sustain a loss of the entire investment,
in the event such loss should occur.


 


(j)          The undersigned is an Accredited Investor. and has completed the following Accredited
Investor Qualifying Questionnaire:


 


PERSONAL FINANCIAL INFORMATION.
The following information pertaining to the undersigned as a natural person and U.S, Persons within the meaning
of Regulation S is being provided here in lieu of furnishing a personal financial statement.


 


 


(a)My
individual net worth, or joint net worth with my spouse, excluding any primary residence, exceeds $1,000,000.


 


__________          Yes
[X]       No [  ]


INITIAL



 


 


(b)My individual income
in 2009 and 2010 exceeded $200,000 in each such year, and I reasonably expect my individual income will be in excess of $200,000
in 2011.


 


__________          Yes
[X]       No [  ]


INITIAL


 


(c)The joint income of my spouse and I in 2009 and 2010 exceeded $300,000 in each such year and I reasonably
expect our joint income will be in excess of $300,000 in 2011.


 


__________          Yes
[X]       No [  ]


INITIAL


 


(d)Considering the foregoing and all other relevant factors in
my financial and personal circumstances, I am able to bear the economic risk of an investment in the Company.















 


__________          Yes
[X]       No [  ]


INITIAL


 


3.REPRESENTATIONS REGARDING EXEMPTIONS AND RESTRICTIONS ON
TRANSFER. The undersigned represents that the Units are being acquired without a view to, or for, resale in connection with
any distribution of the Units or any interest therein without registration or other compliance under the Act, and that the undersigned
has no direct or indirect participation in any such undertaking or in the underwriting of such an undertaking. The undersigned
understands that the Units have not been registered, but are being acquired by reason of a specific exemption under the
Act as well as under certain state statutes for transactions by an issuer not involving any public offering and that any disposition
of the Units may, under certain circumstances, be inconsistent with this exemption and may make the undersigned an "underwriter'
within the meaning of the Act. The undersigned acknowledges that the Units must be held and may not be sold, transferred,
or otherwise disposed of for value unless they are subsequently registered under the Act or an exemption from such registration
is available. The Company is under no obligation to register the Units under the Act or under Section 12 of the Units Exchange
Act of 1934, as amended. The certificates representing the Units will bear a legend restricting transfer, except in compliance
with applicable federal and state Units statutes.






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4.GENERAL. The undersigned further understands, acknowledges,
and agrees that:


 


(a)This Agreement is registered in the name of the undersigned
on the books of the Company at its principal offices, and no transfer hereof shall be valid and binding on the Company unless
made at such offices by the registered holder or his attorney-in-fact duly authorized in writing. The Company may deem and treat
the person in whose name this Agreement is registered as the absolute owner hereof for the purpose of receiving any Units issuable
pursuant hereto and for all other purposes.


 


(b)This Agreement shall be construed in accordance with and
governed by the laws of the state of California.


 


(c)This Agreement constitutes the entire agreement between the
parties respecting the subject matter hereof.


 


(d)Notwithstanding
any of the representations, warranties, acknowledgments, or agreements made herein by the undersigned, the undersigned does not
waive any rights granted to the undersigned under federal and state Units laws.


 


(e)The undersigned
will hold title to the Units as follows:


 


_____     Community Property


 


_____     Joint Tenants, with Right of Survivorship


 


_____     Tenants in Common


 


_____     Separate
Property


 


__X__     Other      ROBERT
SIEGEL


                                 (Single
Person, Trust, Etc., Please Indicate) 


 


 






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DATED this 1st  day
of March 2012.


 





	________________	/s/ Robert Siegel
	Tax
Identification Number or 

Social Security Number




	Type
or Print Name of Subscriber(s) in exact

 Form to be Used on Records of the Company





	 	 
	Address:	 
	 	 
	81 Cedar Ave	/s/Robert Siegel
	Number and Street	 
	 	 
	 	 
	Pleasantville, NY 10570	_______________________
	City, State and Postal Code	Signature of Joint Subscriber, If Any
	 	 
	 	 
	USA	Date: ______________________
	Country	 



 


 


 





ACCEPTANCE OF SUBSCRIPTION




 


The foregoing is
hereby accepted this _____ day of ______________, 2013.


 





	 	VIRAL GENETICS, INC.
	 	 
	 	
	 	By: __________________________
	 	Duly Authorized Officer



 










 






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VIRAL GENETICS, INC.


 


Warrant for the Purchase of 

Shares of Common Stock 

Par Value $0.0001


 


WARRANT AGREEMENT


 


THE HOLDER OF THIS WARRANT, BY ACCEPTANCE
HEREOF, BOTH WITH RESPECT TO THE WARRANT AND COMMON STOCK ISSUABLE UPON EXERCISE OF THE WARRANT, AGREES AND ACKNOWLEDGES THAT THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE TRANSFERRED
OR SOLD IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT OR OTHER COMPLIANCE UNDER THE SECURITIES ACT OR THE LAWS OF THE APPLICABLE
STATE OR A "NO ACTION" OR INTERPRETIVE LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION OR AN OPINION OF COUNSEL REASONABLY
SATISFACTORY TO THE ISSUER, AND ITS COUNSEL, TO THE EFFECT THAT THE SALE OR TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES
ACT AND SUCH STATE STATUTES.


 


This is to certify that, for value received,Robert
Siegel (the "Holder") is entitled to purchase from VIRAL GENETICS, INC., a Delaware corporation
(the "Company"), on the terms and conditions hereinafter set forth, all or any part of 10,000,000 shares
("Warrant Shares") of the Company's common stock, par value $0.0001 (the "Common Stock"), at the purchase
price of $0.0025 per share Warrant Shares ("Warrant Price"). Upon exercise of this warrant in whole or in part, a
certificate for the Warrant Shares so purchased shall be issued and delivered to the Holder. If less than the total warrant
is exercised, a new warrant of similar tenor shall be issued for the unexercised portion of this warrant. By acceptance
hereof, the Holder agrees to be bound by the terms and conditions of this warrant.


 


This warrant is granted subject to the following further terms and
conditions:


 


1.  This warrant shall vest and be exercisable immediately, and shall expire at 5:00 pm Pacific Time one-year from the date of this agreement as stated below. In order to exercise this warrant with respect to all or any part of the Warrant Shares for which this warrant is at the time exercisable, Holder must take the following actions:




 


	(a)		Deliver to the Corporate Secretary of the Corporation an executed notice of exercise
in substantially the form of notice attached to this Agreement (the "Exercise Notice") in which there is specified the
number of Warrant Shares that are to be purchased under the exercised warrant.



 


	(b)		Furnish to the Corporation appropriate documentation that the person or persons exercising
the warrant (if other than Holder) have the right to exercise this warrant.





 






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	(c)		For purposes of this Agreement, the Exercise Date shall be the date on which the executed
Exercise Notice shall have been delivered to the Company. Except to the extent the sale and remittance procedure specified above
is utilized in connection with the warrant exercise, payment of the Warrant Price for the purchased shares must accompany such
Exercise Notice.



 


	(d)		Upon such exercise, the Company shall issue and cause to be delivered with all reasonable
dispatch (and in any event within three business days of such exercise) to or upon the written order of the Holder at its address,
and in the name of the Holder, a certificate or certificates for the number of full Warrant Shares issuable upon the exercise
together with such other property and securities as may then be deliverable upon such exercise. Such certificate or certificates
shall be deemed to have been issued and the Holder shall be deemed to have become a holder of record of such Warrant Shares as
of the Exercise Date.



 


2.  The Warrant Shares have not and may not be registered as of the date of exercise of this warrant under the Securities Act or the securities laws of any state. This warrant and the Warrant Shares issuable on exercise of the warrant, when and if issued, are and may be "restricted securities" as defined in Rule 144 promulgated by the Securities and Exchange Commission and must be held indefinitely unless subsequently registered under the Securities Act and any other applicable state registration requirements, or an exemption from such registration requirements for resale is available. The Company is under no obligation to register the securities under the Securities Act or under applicable state statutes. In the absence of such a registration or an available exemption from registration, sale of the Warrant Shares will be prohibited. The Holder shall confirm to the Company the representations set forth above in connection with the exercise of all or any portion of this warrant.




 


3.  The Company, during the term of this Agreement, will obtain from the appropriate regulatory agencies any requisite authorization in order to issue and sell such number of shares of its Common Stock as shall be sufficient to satisfy the requirements of the Agreement.




 


4.  The number of Warrant Shares purchasable upon the exercise of this warrant and the Warrant Price per share shall be subject to adjustment from time to time subject to the following terms. If the outstanding shares of Common Stock of the Company are increased, decreased, changed into or exchanged for a different number or kind of shares of the Company through reorganization, recapitalization, reclassification, stock dividend, stock split or reverse stock split, the Company or its successors and assigns shall make an appropriate and proportionate adjustment in the number or kind of shares, and the per-share Warrant Price thereof, which may be issued to the Holder under this Agreement upon exercise of the warrants granted under this Agreement. The purchase rights represented by this warrant shall not be exercisable with respect to a fraction of a share of Common Stock. Any fractional shares of Common Stock arising from the dilution or other adjustment in the number of shares subject to this warrant shall be rounded up to the nearest whole share.




 


5.  The Company covenants and agrees that all Warrant Shares which may be delivered upon the exercise of this warrant will, upon delivery, be free from all taxes, liens, and charges with respect to the purchase thereof; provided, that the Company shall have no obligation with respect to any income tax liability of the Holder.




 


6.  The Company agrees at all times to reserve or hold available a sufficient number of shares of Common Stock to cover the number of Warrant Shares issuable upon the exercise of this and all other warrants of like tenor and other convertible securities then outstanding.






 






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7.This warrant shall
not entitle the Holder hereof to any voting rights or other rights as a shareholder of the Company, or to any other rights whatsoever,
except the rights herein expressed, and no dividends shall be payable or accrue in respect of this warrant or the interest represented
hereby or the Warrant Shares purchasable hereunder until or unless, and except to the extent that, this warrant shall be exercised.


 


8.The Company may deem
and treat the registered owner of this warrant as the absolute owner hereof for all purposes and shall not be affected by any notice
to the contrary.


 


9.In the event that
any provision of this Agreement is found to be invalid or otherwise unenforceable under any applicable law, such invalidity or
unenforceability shall not be construed as rendering any other provisions contained herein invalid or unenforceable, and all such
other provisions shall be given full force and effect to the same extent as though the invalid or unenforceable provision were
not contained herein.


 


10.This Agreement shall
be governed by and construed in accordance with the internal laws of the state of Delaware, without regard to the principles of
conflicts of law thereof.


 


11.In case this warrant
shall be mutilated, lost, stolen, or destroyed, the Company may at its discretion issue and deliver in exchange and substitution
for and on cancellation of the mutilated warrant, or in lieu of and substitution for the warrant lost, stolen, or destroyed, a
new warrant of like tenor and representing an equivalent right or interest; but only on receipt of evidence satisfactory to the
Company of such loss, theft, or destruction of this warrant and indemnity satisfactory to the Company. The Holder shall also comply
with such other reasonable regulations and pay such other reasonable charges as the Company may prescribe.


 


12.This Agreement shall
be binding on and inure to the benefit of the Company and the person to whom a warrant is granted hereunder, and such person's
heirs, executors, administrators, legatees, personal representatives, assignees, and transferees.


 


IN WITNESS WHEREOF, the Company has caused
this warrant to be executed by the signature of its duly authorized officer, effective this ____day of _________2012.


 


	 	VIRAL GENETICS, INC.
	 	 
	 	By:__________________
	 	Duly Authorized Officer




 






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Exercise Notice


(to be signed only upon exercise of warrant)


 


TO: VIRAL GENETICS, INC.


 


The Holder of the
attached warrant hereby irrevocable elects to exercise the purchase rights represented by the warrant for, and to purchase
thereunder, 10,000,000 shares of common stock of Viral Genetics, Inc., and herewith makes payment therefor, and requests that
the certificate(s) for such shares be delivered to the Holder at


 




Robert Siegel


81 Cedar Ave


Pleasantville, NY 10570


 


If acquired without
registration under the Unita Act of 1933, as amended ("Units Act"), the Holder represents that the Common Stock is
being acquired without a view to, or for, resale in connection with any distribution thereof without registration or other
compliance under the Securities Act and applicable state statutes, and that the Holder has no direct or indirect
participation in any such undertaking or in the underwriting of such an undertaking. The Holder understands that the Common
Stock has not been registered, but is being acquired by reason of a specific exemption under the Units Act as well as under
certain state statutes for transactions by an issuer not involving any public offering and that any disposition of the Common
Stock may, under certain circumstances, be inconsistent with these exemptions. The Holder acknowledges that the Common Stock
must be held and may not be sold, transferred, or otherwise disposed of for value unless subsequently registered under the
Units Act or an exemption from such registration is available. The Company is under no obligation to register the Common
Stock under the Units Act, except as provided in the Agreement for the warrant. The certificates representing the Common
Stock will bear a legend restricting transfer, except in compliance with applicable federal and state Units statutes.


 


The Holder agrees and acknowledges
that this purported exercise of the warrant is conditioned on, and subject to, any compliance with requirements of applicable federal
and state securities laws deemed necessary by the Company.


 


DATED this 1st day of
March, 2012


 


 


/s/
Robert Siegel


Signature                                      






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Transfer Form


 


FOR VALUE RECEIVED, ______________________hereby sell, assign, and
transfer unto:


 


Robert Siegel


81 Cedar Ave


Pleasantville, NY 10570



 


warrants to purchase shares of the Common Stock
of Viral Genetics, Inc., represented by the within instrument, and do hereby irrevocably constitute and appoint:


 


_______________________________________


 


to transfer said warrants stock on the books
of the within named Corporation with full power of substitution in the premises.


 


Dated __________________________, _____________________.


 


 


_____________________________


Signature


In presence of


 


_________________________________